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Exhibit 4(xi)
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AMERICAN STANDARD INC., as Issuer
AMERICAN STANDARD COMPANIES INC., as Guarantor
and
THE BANK OF NEW YORK, as Trustee
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Second Supplemental Indenture
Dated as of February 13, 1998
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7 1/8% Senior Notes due 2003
7 5/8% Senior Notes due 2010
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SECOND SUPPLEMENTAL INDENTURE, dated as of February 13, 1998 (the
"Second Supplemental Indenture"), to the Indenture, dated as of January 15, 1998
(as amended, modified or supplemented from time to time in accordance therewith,
the "Indenture"), among AMERICAN STANDARD INC., a Delaware corporation
(hereinafter called the "Issuer"), having its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and AMERICAN STANDARD
COMPANIES INC., a Delaware corporation (hereinafter called the "Guarantor"),
having its principal office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and THE BANK OF NEW YORK, a New York banking corporation,
as Trustee hereunder (hereafter called the "Trustee"), having its principal
office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
RECITALS
WHEREAS, the Issuer, the Guarantor and the Trustee have each duly
authorized the execution and delivery of the Indenture to provide for the
issuance from time to time of one or more series of its senior debt securities
(the "Securities") to be issued in one or more series as in the Indenture
provided;
WHEREAS, the Issuer and the Guarantor desire and have requested the
Trustee to join them in the execution and delivery of this Second Supplemental
Indenture in order to establish and provide for the issuance by the Issuer and
the Guarantor of a series of Securities designated as its 7 1/8% Senior Notes
due 2003 (the "2003 Notes") in the aggregate principal amount of $125,000,000,
substantially in the form attached hereto as Exhibit A, on the terms set forth
herein and for the issuance by the Issuer and Guarantor of a series of
Securities designated as its 7 5/8% Senior Notes due 2010 (the "2010 Notes" and
together with the 2003 Notes, the "Senior Notes") in the aggregate principal
amount of $275,000,000, substantially in the form attached hereto as Exhibit C,
on the terms set forth herein;
WHEREAS, Section 9.01 of the Indenture provides that a supplemental
indenture may be entered into by the Issuer and the Guarantor and the Trustee
for such purpose provided certain conditions are met;
WHEREAS, the conditions set forth in the Indenture for the execution
and delivery of this Second Supplemental Indenture have been complied with; and
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WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid agreement of the Issuer, the Guarantor and the Trustee, in
accordance with its terms, and a valid amendment of, and supplement to, the
Indenture have been done;
NOW, THEREFORE:
In consideration of the premises and the purchase and acceptance of
the Senior Notes by the Holders thereof the Company mutually covenants and
agrees with the Trustee, for the equal and proportionate benefit of all Holders
of the Senior Notes, that the Indenture is supplemented and amended, to the
extent and for the purposes expressed herein, as follows:
Section 1. SCOPE OF THIS SECOND SUPPLEMENTAL INDENTURE
(a) The changes, modifications and supplements to the Indenture
effected by this Second Supplemental Indenture in Section 2 hereof shall only be
applicable with respect to, and govern the terms of, the 2003 Notes issued by
the Issuer and the Guarantor, which shall be limited in original aggregate
principal amount to $125,000,000, and the 2010 Notes issued by the Issuer and
the Guarantor which shall be limited in original aggregate principal amount to
$275,000,000 and shall not apply to any other Securities which may be issued
under the Indenture unless a supplemental indenture with respect to such other
Securities specifically incorporates such changes, modifications and
supplements.
(b) Pursuant to this Second Supplemental Indenture, there is hereby
created and designated a series of Securities under the Indenture entitled "7
1/8% Senior Notes due 2003." The 2003 Notes shall be in the form of Exhibit A
hereto. The Guarantee to be endorsed on the 2003 Notes shall be in substantially
the form set forth in Exhibit B.
(1) the title of the Securities of such series shall be "7 1/8%
Senior Notes due 2003" and the 2003 Notes are endorsed to the benefit of
Article XII of the Indenture;
(2) the 2003 Notes shall be initially authenticated and delivered
from time to time in aggregate principal amount limited to $125,000,000;
(3) the Notes will be issued at a price of 99.523%;
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(4) the principal of each 7 1/8% Note shall be payable on February
15, 2003;
(5) the 2003 Notes shall bear interest at the rate of seven and one
hundred twenty five thousandths per centum (7 1/8%) per annum;
(6) interest shall accrue on the 2003 Notes from February 13, 1998,
or the most recent date to which interest has been paid or duly provided
for; the Interest Payment Dates for such Notes shall be February 15 and
August 15 in each year, commencing August 15, 1998, and the Regular Record
Dates with respect to the Interest Payment Dates for such Notes shall be
February l and August 1 in each year, respectively (whether or not a
Business Day);
(7) the Corporate Trust Office of The Bank of New York, in New York,
New York shall be the place at which (i) the principal of, premium, if
any, and interest, if any, on the 2003 Notes shall be payable, (ii)
registration of transfer of such Notes may be effected, (iii) exchanges of
such Notes may be effected and (iv) notices and demands to or upon the
Issuer in respect of such Notes and the Indenture may be served; and The
Bank of New York shall be the Security Registrar for the 2003 Notes;
(8) the 2003 Notes shall not be redeemable by the Issuer prior to
Maturity;
(9) not applicable;
(10) not applicable;
(11) not applicable;
(12) not applicable;
(13) not applicable;
(14) not applicable;
(15) see Section 2 of this Second Supplemental Indenture;
(16) not applicable;
(17) the 2003 Notes are to be issued as Registered Securities; each
2003 Note is to be initially registered
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in the name of Cede & Co., as nominee for The Depository Trust Company
(the "Depositary"). The 2003 Notes shall not be transferable or
exchangeable, nor shall any purported transfer be registered, except as
follows:
(i) a 2003 Note may be transferred in whole, and appropriate
registration of transfer effected, if such transfer is
by such nominee to the Depositary, or by the Depositary
to another nominee thereof, or by any nominee of the
Depositary to any other nominee thereof, or by the
Depositary or any nominee thereof to any successor
securities depositary or any nominee thereof; and
(ii) a 2003 Note may be exchanged for certificated notes
registered in the respective names of the beneficial
holders thereof, and thereafter shall be transferable
without restriction, if:
(A) The Depositary, or any successor securities
depositary, shall have notified the Issuer and the
Trustee that it is unwilling or unable to continue to
act as securities depositary with respect to such 2003
Note or the Issuer becomes aware that the Depositary has
ceased to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and, in any
such case, the Trustee shall not have been notified by
the Issuer within ninety (90) days of the identity of a
successor securities depositary with respect to such
2003 Note;
(B) The Issuer shall have delivered to the Trustee
an Issuer's Order to the effect that such 2003 Note
shall be so exchangeable on and after a date specified
therein; or
(C) (1) an Event of Default shall have occurred
and be continuing, (2) the Trustee shall have given
notice of such Event of Default pursuant to Section 5.02
of the Indenture and (3) there shall have been delivered
to the Issuer and the Trustee an Opinion of Counsel to
the effect that the interests of the beneficial owners
of such Security in respect thereof will be materially
impaired unless such owners become Holders of
certificated notes.
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(18) not applicable;
(19) not applicable;
(20) the 2003 Notes will be issued in book entry form;
(21) the 2003 Notes are subject to the defeasance and covenant
defeasance provisions of the Indenture;
(22) not applicable;
(23) not applicable; and
(24) not applicable.
(c) Pursuant to this Second Supplemental Indenture, there is hereby
created and designated a series of Securities under the Indenture entitled "7
5/8% Senior Notes due 2010." The 2010 Notes shall be in the form of Exhibit C
hereto. The Guarantee to be endorsed on the 2010 Notes shall be in substantially
the form set forth in Exhibit D.
(1) the title of the Securities of such series shall be "7 5/8%
Senior Notes due 2010" and the 2010 Notes are endorsed to the benefit of
Article XII of the Indenture;
(2) the 2010 Notes shall be initially authenticated and delivered
from time to time in aggregate principal amount limited to $275,000,000;
(3) the Notes will be issued at a price of 99.573%;
(4) the principal of each 2010 Note shall be payable on February 15,
2010;
(5) the 2010 Notes shall bear interest at the rate of seven and six
hundred twenty-five thousandths per centum (7 5/8%) per annum;
(6) interest shall accrue on the 2010 Notes from February l3, 1998,
or the most recent date to which interest has been paid or duly provided
for; the Interest Payment Dates for such Notes shall be February 15 and
August 15 in each year, commencing August 15, 1998, and the Regular Record
Dates with respect to the Interest Payment Dates for such Notes shall be
February 1 and August 1 in each year, respectively (whether or not a
Business Day);
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(7) the Corporate Trust Office of The Bank of New York, in New York,
New York shall be the place at which (i) the principal of, premium, if
any, and interest, if any, on the 2010 Notes shall be payable, (ii)
registration of transfer of such Notes may be effected, (iii) exchanges of
such Notes may be effected and (iv) notices and demands to or upon the
Issuer in respect of such Notes and the Indenture may be served; and The
Bank of New York shall be the Security Registrar for the 2010 Notes;
(8) the 2010 Notes shall not be redeemable by the Issuer prior to
Maturity;
(9) not applicable;
(10) not applicable;
(11) not applicable;
(12) not applicable;
(13) not applicable;
(14) not applicable;
(15) see Section 2 of this Second Supplemental Indenture;
(16) not applicable;
(17) the 2010 Notes are to be issued as Registered Securities; each
2010 Note is to be initially registered in the name of Cede & Co., as
nominee for The Depository Trust Company (the "Depositary"). The 2010
Notes shall not be transferable or exchangeable, nor shall any purported
transfer be registered, except as follows:
(i) a 2010 Note may be transferred in whole, and appropriate
registration of transfer effected, if such transfer is by such
nominee to the Depositary, or by the Depositary to another
nominee thereof, or by any nominee of the Depositary to any
other nominee thereof, or by the Depositary or any nominee
thereof to any successor securities depositary or any nominee
thereof; and
(ii) a 2010 Note may be exchanged for certificated notes registered
in the respective names of the
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beneficial holders thereof, and thereafter shall be
transferable without restriction, if:
(A) The Depositary, or any successor securities
depositary, shall have notified the Issuer and the Trustee
that it is unwilling or unable to continue to act as
securities depositary with respect to such 2010 Note or the
Issuer becomes aware that the Depositary has ceased to be a
clearing agency registered under the Securities Exchange Act
of 1934, as amended, and, in any such case, the Trustee shall
not have been notified by the Issuer within ninety (90) days
of the identity of a successor securities depositary with
respect to such 2010 Note;
(B) The Issuer shall have delivered to the Trustee an
Issuer's Order to the effect that such 2010 Note shall be so
exchangeable on and after a date specified therein; or
(C) (1) an Event of Default shall have occurred and be
continuing, (2) the Trustee shall have given notice of such
Event of Default pursuant to Section 5.02 of the Indenture and
(3) there shall have been delivered to the Issuer and the
Trustee an Opinion of Counsel to the effect that the interests
of the beneficial owners of such Security in respect thereof
will be materially impaired unless such owners become Holders
of certificated notes.
(18) not applicable;
(19) not applicable;
(20) the 2010 Notes will be issued in book entry form;
(21) the 2010 Notes are subject to the defeasance and covenant
defeasance provisions of the Indenture;
(22) not applicable;
(23) not applicable; and
(24) not applicable.
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Section 2. ADDITIONAL PROVISIONS
(a) ADDITIONAL DEFINITIONS Each of the following definitions, which
constitute part of this Second Supplemental Indenture, shall be inserted in
proper alphabetical order in Article I of the Indenture. Any definition set
forth in the Indenture which is also set forth below shall have the meaning set
forth below for purposes of terms of the Indenture and this Second Supplemental
Indenture. Capitalized terms used in this Second Supplemental Indenture but not
defined herein shall have the meaning ascribed to such terms in the Indenture.
"Attributable Liens" means in connection with a sale and lease-back
transaction, the lesser of (a) the fair market value of the assets subject to
such transaction and (b) the present value (discounted at a rate per annum equal
to the average interest borne by all outstanding securities issued under the
Indenture (which may include securities in addition to the Senior Notes)
determined on a weighted average basis and compounded semiannually) of the
obligations of the lessee for rental payments during the term of the related
lease.
"Capital Lease" means any Indebtedness represented by a lease
obligation of a person incurred with respect to real property or equipment
acquired or leased by such person and used in its business that is required to
be recorded as a capital lease in accordance with GAAP.
"Closing Date" means February 13, 1998.
"Exempted Debt" means the sum of the following as of the date of
determination: (i) Indebtedness of the Issuer and Guarantor incurred after the
Closing Date and secured by Liens not otherwise permitted by the first sentence
under Limitation on Liens below (Section 10.11), and (ii) Attributable Liens of
the Issuer and Guarantor and their Subsidiaries in respect of sale and
lease-back transactions entered into after the Closing Date, other than sale and
lease-back transactions permitted by the limitation on sale and lease-back
transactions set forth under Section 10.12. For purposes of determining whether
or not a sale and lease-back transaction is "permitted" by Section 10.12,
Limitation on Sale and Lease-Back Transactions, the last paragraph under Section
10.11, Limitation on Liens (creating an exception for Exempted Debt), will be
disregarded.
"Lien" means any lien, security interest, charge or encumbrance of
any kind (including any conditional sale or
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other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest).
"Permitted Liens" means (i) Liens securing Indebtedness under the
Facility and any initial or subsequent renewal, extension, refinancing,
replacement or refunding thereof; (ii) Liens on accounts receivable, merchandise
inventory, equipment, and patents, trademarks, trade names and other
intangibles, securing Indebtedness; (iii) Liens on any asset of the Issuer and
Guarantor, any Subsidiary, or any joint venture to which the Issuer or the
Guarantor or any of their Subsidiaries is a party, created solely to secure
obligations incurred to finance the refurbishment, improvement or construction
of such asset, which obligations are incurred no later than 24 months after
completion of such refurbishment, improvement or construction, and all renewals,
extensions, refinancings, replacements or refundings of such obligations;
(iv)(a) Liens given to secure the payment of the purchase price incurred in
connection with the acquisition (including acquisition through merger or
consolidation) of property (including shares of stock), including Capital Lease
transactions in connection with any such acquisition, and (b) Liens existing on
property at the time of acquisition thereof or at the time of acquisition by the
Issuer or Guarantor or a Subsidiary or any person then owning such property
whether or not such existing Liens were given to secure the payment of the
purchase price of the property to which they attach; provided that, with respect
to clause (a), the Liens shall be given within 24 months after such acquisition
and shall attach solely to the property acquired or purchased and any
improvements then or thereafter placed thereon; (v) Liens in favor of customs
and revenue authorities arising as a matter of law to secure payment of customs
duties in connection with the importation of goods; (vi) Liens upon specific
items of inventory or other goods and proceeds of any person securing such
person's obligations in respect of bankers' acceptances issued or created for
the account of such person to facilitate the purchase, shipment or storage of
such inventory or other goods; (vii) Liens securing reimbursement obligations
with respect to letters of credit that encumber documents and other property
relating to such letters of credit and the products and proceeds thereof; (viii)
Liens on key-man life insurance policies granted to secure Indebtedness of the
Issuer or Guarantor against the cash surrender value thereof; (ix) Liens
encumbering customary initial deposits and margin deposits and other Liens in
the ordinary course of business, in each case securing Indebtedness of the
Company under interest swap obligations and currency agreements and forward
contract, option, futures contracts, futures options or similar agreements or
ar-
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rangements designed to protect the Issuer or the Guarantor or any of their
Subsidiaries from fluctuations in interest rates, currencies or the price of
commodities; (x) Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by the
Issuer or Guarantor or any of their Subsidiaries in the ordinary course of
business and (xi) Liens in favor of the Issuer or Guarantor or any Subsidiary.
(b) ADDITIONAL SECTIONS Each of the following provisions, which
constitutes part of this Second Supplemental Indenture, is numbered to conform
with the format of the Indenture:
Section 10.11 Limitation on Liens
The Issuer and the Guarantor will not, and will not permit any of
their Subsidiaries to, create, incur, or permit to exist, any Lien on any of
their respective properties or assets, whether now owned or hereafter acquired,
or upon any income or profits therefrom, in order to secure any Indebtedness of
either of the Issuer or the Guarantor, without effectively providing that the
2003 Notes and the 2010 Notes shall be equally and ratably secured until such
time as such Indebtedness is no longer secured by such Lien, except: (i) Liens
existing as of the Closing Date; (ii) Liens granted after the Closing Date on
any assets or properties of the Issuer or the Guarantor or any of their
Subsidiaries securing Indebtedness of the Issuer or the Guarantor created in
favor of the Holders of the 2003 Notes and the 2010 Notes; (iii) Liens securing
Indebtedness of the Issuer or the Guarantor which is incurred to extend, renew
or refinance Indebtedness which is secured by Liens permitted to be incurred
under the Indenture; provided that such Liens do not extend to or cover any
property or assets of the Issuer or the Guarantor or any of their Subsidiaries
other than the property or assets securing the Indebtedness being refinanced and
that the principal amount of such Indebtedness does not exceed the principal
amount of the Indebtedness being refinanced; (iv) Permitted Liens; and (v) Liens
created in substitution of or as replacements for any Liens permitted by the
preceding clauses (i) through (iv), provided that, based on a good faith
determination of an officer each of the Issuer and the Guarantor, the property
or asset encumbered under any such substitute or replacement Lien is
substantially similar in nature to the property or asset encumbered by the
otherwise permitted Lien which is being replaced.
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Notwithstanding the foregoing, the Issuer and the Guarantor and any
Subsidiary may, without securing the 2003 Notes and the 2010 Notes, create,
incur or permit to exist Liens which would otherwise be subject to the
restrictions set forth in the preceding paragraph, if after giving effect
thereto and at the time of determination, Exempted Debt does not exceed the
greater of (i) 10% of Consolidated Net Assets or (ii) $250,000,000.
Section 10.12 Limitation on Sale and Lease-Back Transactions
The Issuer and Guarantor will not, and will not permit any of their
Subsidiaries to, enter into any sale and lease-back transaction for the sale and
leasing back of any property or asset, whether now owned or hereafter acquired,
of the Issuer or Guarantor or any of their Subsidiaries (except such
transactions (i) entered into prior to the Closing Date or (ii) for the sale and
leasing back of any property or asset by a Subsidiary of the Issuer or Guarantor
to the Issuer or Guarantor or (iii) involving leases for less than three years
or (iv) in which the lease for the property or asset is entered into within 120
days after the later of the date of acquisition, completion of construction or
commencement or full operations of such property or asset) unless (a) the Issuer
or Guarantor or such Subsidiary would be entitled under the Limitation on Liens
covenant above to create, incur or permit to exist a Lien on the assets to be
leased in an amount at least equal to the Attributable Liens in respect of such
transaction without equally and ratably securing the 2003 Notes and the 2010
Notes, or (b) the proceeds of the sale of the assets to be leased are at least
equal to their fair market value and the proceeds are applied to the purchase or
acquisition (or in the case of real property, the construction) of assets or to
the repayment of Indebtedness of the Issuer or Guarantor or a Subsidiary of the
Issuer or Guarantor which by its terms matures not earlier than one year after
the date of such repayment.
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IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above
written.
AMERICAN STANDARD INC.
By:
-------------------------
Name:
Title:
AMERICAN STANDARD COMPANIES INC.,
as Guarantor
By:
-------------------------
Name:
Title:
THE BANK OF NEW YORK, as Trustee
By:
-------------------------
Name:
Title:
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EXHIBIT A
FORM OF SENIOR SECURITY
[Face of Security]
If the Holder of this Security (as indicated below) is The Depository Trust
Company ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:
Unless this Security is presented by an authorized representative of The
Depository Trust Company ("DTC"), ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to the
issuer or its agent for registration of transfer, exchange or payment, and such
Security issued is registered in the name of CEDE & CO., or such other name as
requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, CEDE & CO., has an interest herein.
Unless and until this Security is exchanged in whole or in part for Securities
in certificated form, this Security may not be transferred except as a whole by
DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of
DTC or by DTC or any such nominee to a successor of DTC or a nominee of such
successor.
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AMERICAN STANDARD INC.
7 1/8% Senior Notes Due 2003
No. _______ $_________
CUSIP No. ______
AMERICAN STANDARD INC., a Delaware corporation (herein referred to as the
"Issuer," which term includes any successor Person under the Indenture referred
to on the reverse hereof), for value received, hereby promises to pay to
______________________________ or registered assigns the principal sum of
_______ Dollars on February 15, 2003 (the "Stated Maturity Date") and to pay
interest thereon from February 13, 1998 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
February 15 and August 15 in each year (each, an "Interest Payment Date"),
commencing August 15, 1998, at the rate of 7 1/8% per annum, until the principal
hereof is paid or duly provided for. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Holder in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date at the office or agency of the Issuer maintained for such
purpose; provided, however, that such interest may be paid, at the Issuer's
option, by mailing a check to such Holder at its registered address or by
transfer of funds to an account maintained by such Holder within the United
States. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
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The principal of this Security payable on the Stated Maturity Date or the
principal of, premium, and interest on this Security will be paid against
presentation of this Security at the office or agency of the Issuer maintained
for that purpose in New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.
Interest payable on this Security on any Interest Payment Date and on the Stated
Maturity Date will include interest accrued from and including the next
preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from and including February 13, 1998, if no interest has
been paid on this Security) to but excluding such Interest Payment Date or the
Stated Maturity Date, as the case may be. If any Interest Payment Date or the
Stated Maturity Date falls on a day that is not a Business Day, as defined
below, principal, premium, and/or interest payable with respect to such Interest
Payment Date or Stated Maturity Date, as the case may be, will be paid on the
next succeeding Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or Stated
Maturity Date, as the case may be. "Business Day" means any day, other than a
Saturday or Sunday, on which banks in New York are not required or authorized by
law or executive order to close.
All payments of principal, premium, and interest in respect of this Security
will be made by the Issuer in immediately available funds.
Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed
under its facsimile corporate seal.
Dated: ______________ AMERICAN STANDARD INC.
By:
---------------------
Title:
Attest:
_____________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Dated:___________________________
THE BANK OF NEW YORK
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.
by
-------------------------
Authorized Signatory
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[Reverse of Security]
AMERICAN STANDARD INC.
This Security is one of a duly authorized issue of securities of the Issuer
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of January 15, 1998 (herein called the "Indenture")
among the Issuer, the Guarantor and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture with respect to the series of which this Security is a part), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Issuer, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the duly authorized series of Securities
designated on the face hereof (collectively, the "Securities"), and the
aggregate principal amount of the Securities to be issued under such series is
limited to $125,000,000 (except for Securities authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Securities). All terms used
in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities under
the Indenture at any time by the Issuer, the Guarantor and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority of the aggregate principal amount of the Outstanding
Securities, on behalf of the Holders of all such Securities, to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of not less than a
majority of the aggregate principal amount, in certain instances, of the
Outstanding Securities of any series to waive,
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on behalf of all of the Holders of Securities of such series, certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and other Securities issued upon
the registration of transfer hereof or in exchange hereafter or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of (and premium) and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Security is registrable in the Security
Register of the Issuer upon surrender of this Security for registration of
transfer at the office or agency of the Issuer in any place where the principal
of (and premium) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Security is exchangeable for a like aggregate principal
amount of Securities of different authorized denominations but otherwise having
the same terms and conditions, as requested by the Holder hereof surrendering
the same.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.
No service charge shall be made for any such registration of transfer or
exchange, but the Issuer and the Guarantor may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration of transfer, the
Issuer, the Guarantor, the Trustee and any agent
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of the Issuer or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
No recourse shall be had for the payment of the principal of or premium, or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any past, present or future stockholder, employee,
officer, director, incorporator, limited or general partner, as such, of the or
of any successor, either directly or through the Issuer or any successor,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State without regard to conflicts of law
principles thereof.
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21
ASSIGNMENT FORM
To assign this Securities, fill in the form below:
I or we assign and transfer this Security to
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Security on the books of the Company. The agent may substitute
another to act for him.
_______________________________________________________________________
Date: ____________________ Your Signature: ____________________________
Signature Guarantee: __________________________________
(Signature must be guaranteed)
_______________________________________________________________________
Sign exactly as your name appears on the other side of this Security.
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EXHIBIT B
FORM OF NOTATION ON SECURITY
RELATING TO AMERICAN STANDARD COMPANIES INC.
The Guarantor has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, the due
and punctual payment and performance of the obligations of the Issuer in
connection with the Indenture and each Series of Securities issued thereunder.
In case of the failure of the Issuer punctually to perform or make any such
payment, the Guarantor hereby agrees to cause such payment and performance to be
made punctually.
The obligations of the Guarantor to the Holders and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
Twelve of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee. Capitalized terms used and not defined herein
have the meanings ascribed thereto in the Indenture.
AMERICAN STANDARD COMPANIES INC.
By:
------------------------
Name:
------------------
Title:
------------------
Attest:
By:
---------------------
Name:
------------------
[Assistant] Secretary
(Seal)
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EXHIBIT C
FORM OF SENIOR SECURITY
[Face of Security]
If the Holder of this Security (as indicated below) is The Depository Trust
Company ("DTC") or a nominee of DTC, this Security is a Global Security and the
following two legends apply:
Unless this Security is presented by an authorized representative of The
Depository Trust Company ("DTC"), ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ to the
issuer or its agent for registration of transfer, exchange or payment, and such
Security issued is registered in the name of CEDE & CO., or such other name as
requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the
registered owner hereof, CEDE & CO., has an interest herein.
Unless and until this Security is exchanged in whole or in part for Securities
in certificated form, this Security may not be transferred except as a whole by
DTC to a nominee thereof or by a nominee thereof to DTC or another nominee of
DTC or by DTC or any such nominee to a successor of DTC or a nominee of such
successor.
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AMERICAN STANDARD INC.
7 5/8% Senior Notes Due 2003
No. _______ $_________
CUSIP No. ______
AMERICAN STANDARD INC., a Delaware corporation (herein referred to as the
"Issuer," which term includes any successor Person under the Indenture referred
to on the reverse hereof), for value received, hereby promises to pay to
______________________________ or registered assigns the principal sum of
_______ Dollars on February 15, 2010 (the "Stated Maturity Date") and to pay
interest thereon from February 13, 1998 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
February 15 and August 15 in each year (each, an "Interest Payment Date"),
commencing August 15, 1998, at the rate of 7 5/8% per annum, until the principal
hereof is paid or duly provided for. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Holder in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be February 1 or August 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date at the office or agency of the Issuer maintained for such
purpose; provided, however, that such interest may be paid, at the Issuer's
option, by mailing a check to such Holder at its registered address or by
transfer of funds to an account maintained by such Holder within the United
States. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date, and may
be paid to the Holder in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in the Indenture.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
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25
The principal of this Security payable on the Stated Maturity Date or the
principal of, premium, and interest on this Security will be paid against
presentation of this Security at the office or agency of the Issuer maintained
for that purpose in New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public and
private debts.
Interest payable on this Security on any Interest Payment Date and on the Stated
Maturity Date will include interest accrued from and including the next
preceding Interest Payment Date in respect of which interest has been paid or
duly provided for (or from and including February 13, 1998, if no interest has
been paid on this Security) to but excluding such Interest Payment Date or the
Stated Maturity Date, as the case may be. If any Interest Payment Date or the
Stated Maturity Date falls on a day that is not a Business Day, as defined
below, principal, premium, and/or interest payable with respect to such Interest
Payment Date or Stated Maturity Date, as the case may be, will be paid on the
next succeeding Business Day with the same force and effect as if it were paid
on the date such payment was due, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date or Stated
Maturity Date, as the case may be. "Business Day" means any day, other than a
Saturday or Sunday, on which banks in New York are not required or authorized by
law or executive order to close.
All payments of principal, premium, and interest in respect of this Security
will be made by the Issuer in immediately available funds.
Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.
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IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed
under its facsimile corporate seal.
Dated:__________________ AMERICAN STANDARD INC.
By: _______________________________
Title:
Attest:
_________________________
Assistant Secretary
TRUSTEE'S CERTIFICATE OF
AUTHENTICATION
Dated:___________________
THE BANK OF NEW YORK
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.
by_______________________
Authorized Signatory
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27
[Reverse of Security]
AMERICAN STANDARD INC.
This Security is one of a duly authorized issue of securities of the Issuer
(herein called the "Securities"), issued and to be issued in one or more series
under an Indenture, dated as of January 15, 1998 (herein called the "Indenture")
among the Issuer, the Guarantor and The Bank of New York, as Trustee (herein
called the "Trustee," which term includes any successor trustee under the
Indenture with respect to the series of which this Security is a part), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Issuer, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the duly authorized series of Securities
designated on the face hereof (collectively, the "Securities"), and the
aggregate principal amount of the Securities to be issued under such series is
limited to $275,000,000 (except for Securities authenticated and delivered upon
transfer of, or in exchange for, or in lieu of other Securities). All terms used
in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities under
the Indenture at any time by the Issuer, the Guarantor and the Trustee with the
consent of the Holders of not less than a majority of the aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the Holders
of not less than a majority of the aggregate principal amount of the Outstanding
Securities, on behalf of the Holders of all such Securities, to waive compliance
by the Issuer and the Guarantor with certain provisions of the Indenture.
Furthermore, provisions in the Indenture permit the Holders of not less than a
majority of the aggregate principal amount, in certain instances, of the
Outstanding Securities of any series to waive,
A-6
28
on behalf of all of the Holders of Securities of such series, certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and other Securities issued upon
the registration of transfer hereof or in exchange hereafter or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of (and premium) and interest on this
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, the transfer of this Security is registrable in the Security
Register of the Issuer upon surrender of this Security for registration of
transfer at the office or agency of the Issuer in any place where the principal
of (and premium) and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by, the Holder hereof or by his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, this Security is exchangeable for a like aggregate principal
amount of Securities of different authorized denominations but otherwise having
the same terms and conditions, as requested by the Holder hereof surrendering
the same.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.
No service charge shall be made for any such registration of transfer or
exchange, but the Issuer and the Guarantor may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to due presentment of this Security for registration of transfer, the
Issuer, the Guarantor, the Trustee and any agent
A-7
29
of the Issuer or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Issuer, the Trustee nor any such agent shall be
affected by notice to the contrary.
No recourse shall be had for the payment of the principal of or premium, or the
interest on this Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any past, present or future stockholder, employee,
officer, director, incorporator, limited or general partner, as such, of the or
of any successor, either directly or through the Issuer or any successor,
whether by virtue of any constitution, statute or rule of law or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
The Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in such State without regard to conflicts of law
principles thereof.
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30
ASSIGNMENT FORM
To assign this Securities, fill in the form below:
I or we assign and transfer this Security to
________________________________________________________________
________________________________________________________________
________________________________________________________________
(Print or type assignee's name, address and zip code)
________________________________________________________________
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint agent to transfer
this Security on the books of the Company. The agent may substitute
another to act for him.
_______________________________________________________________________
Date: ____________________ Your Signature: ____________________________
Signature Guarantee: __________________________________
(Signature must be guaranteed)
_______________________________________________________________________
Sign exactly as your name appears on the other side of this Security.
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31
EXHIBIT D
FORM OF NOTATION ON SECURITY
RELATING TO AMERICAN STANDARD COMPANIES INC.
The Guarantor has unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, the due
and punctual payment and performance of the obligations of the Issuer in
connection with the Indenture and each Series of Securities issued thereunder.
In case of the failure of the Issuer punctually to perform or make any such
payment, the Guarantor hereby agrees to cause such payment and performance to be
made punctually.
The obligations of the Guarantor to the Holders and to the Trustee
pursuant to the Guarantee and the Indenture are expressly set forth in Article
Twelve of the Indenture and reference is hereby made to the Indenture for the
precise terms of the Guarantee. Capitalized terms used and not defined herein
have the meanings ascribed thereto in the Indenture.
AMERICAN STANDARD COMPANIES INC.
By:
------------------------
Name:
------------------
Title:
------------------
Attest:
By:
---------------------
Name:
------------------
[Assistant] Secretary
(Seal)
C-1